Waiver of mandatory offer requirement

2. For the purpose of sub-paragraph [1.(a) above], the ‘‘requisite level of approval’’ is or will have previously been obtained if the aggregate of the member’s syndicate premium limits in relation to the syndicate for the year of account following that in which the ballot referred to in [8. below] relating to that approval is or was held of those voting in favour of the waiver in that ballot is not less than three quarters of the aggregate of the member’s syndicate premium limits in relation to the syndicate for that year of account of all those voting in that ballot.

^{Mandatory Offer Byelaw, paragraph 6(2)}

3. If the potential offeror wishes to seek a waiver of the requirement to make the mandatory offer, he shall for the purpose of considering and voting upon the waiver convene a meeting of those persons referred to in paragraph 1(1)(c) of [Consolidated Requirements Part 2 > General Operational Matters > Mandatory Offer > Terms of mandatory offers] except any person to whom the mandatory offer would be made by virtue only of his participation in a MAPA.

^{Mandatory Offer Byelaw, paragraph 6(3)}

4. The meeting referred to in [3. above] shall be convened for a date not more than 35 days after the later of:

(a) the date when the potential offeror (or, as the case may be, the associated group of which that potential offeror is a member) became entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75% of the syndicate allocated capacity of that syndicate; and

(b) 14th April 1999.

^{Mandatory Offer Byelaw, paragraph 6(4)}

5. Not less than 21 days before the meeting and the latest date by which postal votes are to be returned, the potential offeror shall give written notice of the meeting, and of the latest date by which postal votes are to be returned, to:

(a) those persons referred to in [3. above];

(b) every members’ agent which acts as such for any of the persons referred to in [3. above]; and

(c) every Lloyd’s adviser of any of the persons referred to in [3. above].

^{Mandatory Offer Byelaw, paragraph 6(5)}

6. Notice given under [5. above] shall be accompanied by a document which:

(a) is fair, accurate and not misleading;

(b) contains all such information as the persons referred to in [3. above] (and their professional advisers) would reasonably require and expect to find there for the purpose of making an informed assessment of whether or not to vote in favour of the waiver and its effect on them and, in particular, the identities of the potential offeror and his associates, the amount of their respective member’s syndicate premium limits and, if the managing agent is connected with the potential offeror or any of his associates, the portion of the syndicate allocated capacity of the syndicate allocable at the discretion of the managing agent;

(c) contains a declaration in the following form:

 ‘‘The [directors of] [partners in] [name of potential offeror], whose names appear on page [ ], accept responsibility for the information contained in this document. To the best of the knowledge and belief of the [directors] [partners] (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.’’;

(d) states that those entitled to be called to the meeting under sub-paragraph (3) should consult their member’s agent or Lloyd’s adviser if they are in any doubt as to the contents of the document or as to the action they should take;

(e) contains such other additional information as the Council may from time to time prescribe or require; and

(f) has been approved in advance by the Conversion Official.

^{Mandatory Offer Byelaw, paragraph 6(6)}

7. Notice given under sub-paragraph [5.(a) or (b) above] shall also be accompanied by a voting form and a proxy form in such form respectively as the Council may prescribe.

^{Mandatory Offer Byelaw, paragraph 6(7)}

8. The potential offeror shall conduct a ballot of those persons entitled to be called to the meeting under [3. above] and of the members’ agents which operate MAPAs through which any persons referred to in (and including those excepted by) [3. above] participate in the syndicate.

^{Mandatory Offer Byelaw, paragraph 6(8)}

9. Votes may be cast in the ballot in person or by proxy at the meeting referred to [3. above] or by post or by e-mail or such other electronic means as the managing agent may determine (provided the managing agent is satisfied, and ensures the integrity of voting process).

^{Mandatory Offer Byelaw, paragraph 6(9)}

10. All expenses of the meeting and of administering the ballot shall be borne by the potential offeror.

^{Mandatory Offer Byelaw, paragraph 6(10)}

11. Every members’ agent which operates a MAPA through which any of the persons referred to in (and including those excepted by) [3. above] participate in the syndicate shall within 21 days after the ballot inform those persons in writing whether it voted for or against the proposed waiver and shall state the reasons for its decision.

^{Mandatory Offer Byelaw, paragraph 6(11)}

12. Where [1. above] applies, the potential offeror shall issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.

^{Mandatory Offer Byelaw, paragraph 6(12)}

13. The announcement referred to in [12. above] shall state that the potential offeror is not required to make the mandatory offer and the reason therefor.

^{Mandatory Offer Byelaw, paragraph 6(13)}

14. Where an announcement has been made pursuant to [12. above] and the reason stated in that announcement no longer applies, the offeror shall forthwith issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.

^{Mandatory Offer Byelaw, paragraph 6(14)}

15. The announcement referred to in [14. above] shall state that the previous announcement no longer applies, the reason why and the consequences thereof.

^{Mandatory Offer Byelaw, paragraph 6(15)}